Learning Curve
by ClothesBeam
Summary: Thanks to a Scraplet infestation, the Autobots are unable to completely restore Optimus Prime's memories. Orion Pax is left to work out how to lead the Autobots to victory in the never-ending war on his own. Meanwhile, the Decepticons give "The Human Factor" a proper go and discover the true meaning of friendsh - er - Stockholm syndrome. Contains a human OC
1. Chapter 1

_Vector Sigma, Cybertron_

"No!" Jack yelled as he raised his arms to protect his eyes from the bright flash. The screech of Scraplets gnawing through metal set his teeth on edge. He felt reverberations through his feet as something weighty and important-sounding fell.

Jack opened his eyes, dreading what he would see. Part of the gate to the Primes' knowledge had fallen off. The lights were now only flashing through one half of it, and it looked like the download would not ever be able to be fully completed again.

His stomach dropped as he heard the terrifying screech of an Insecticon. Well, it was probably the best bait he could hope for down here…

"Hey! Why don't you go chew on him?" he called, hesitantly picking up one of the little metal terrors. He lobbed it at the con, and thankfully the rest of the hive mind followed his lead.

The download finally came to an end and the bright string of data returned to the giant hole it had risen out of. The damaged key had trouble transforming back down, but it managed to get back to a size which Jack could realistically carry around.

He breathed a sigh of relief before turning to run outside. The place could come down on his head at any minute, and he had to find Arcee.

* * *

 _Decepticon Warship, Earth_

Orion Pax shakily made his way to the door, still staring at the guns his hands had transformed into in response to some hidden instinct. A part of him knew he shouldn't shift back just yet, and he was too stunned from the fight to do so anyway.

He made his way down the corridor, very aware of the loud footsteps his large and unfamiliar frame made. He soon came to a control room from which he could activate the ground bridge. Only one con was inside, and Orion soon found one well-placed blast was enough to knock him aside. "I'm sorry, but if you're as violent as your comrades I'm guessing you wouldn't just stand there and let me open a bridge."

The con groaned but didn't move, deciding it wasn't worth getting scrapped over.

He saw that the last used coordinates led underground, and that they had been used but five minutes ago. "Megatron," he muttered, changing the coordinates at this end to the room he was in. He had only a few seconds to get by Soundwave.

He exited the ground bridge and felt it close behind him immediately. Megatron turned his head away from the spacebridge, undoubtedly listening to a warning from his communications expert.

Orion was glad his weapons were still out, and that he had regained his balance. He stepped forward slowly, but kept all traces of hesitance and fear to a minimum. "Megatron, I have had enough of your lies. I am joining the Autobot cause."

As Megatron turned further away from the spacebridge, Ratchet took the chance to charge him from behind. The ease with which Megatron flung the medic across the cave confirmed he had made the right decision.

"Optimus!" Ratchet called, staggering back to his feet. "You're back?"

"Not in the way you think, Ratchet," he replied.

Megatron snorted and agreed by criticising his form. "Yes, and shooting the ceiling won't do anyone much good."

Orion lowered his arms from the stiff and defensive position they had been in since the conflict on the Nemesis. Megatron pointed his own cannon at him, but was tackled by the yellow Autobot before he could fire. A large green mech also jumped into the fray while Ratchet staggered over to him.

"Arcee, if you can hear me come through the spacebridge right now! Optimus is here waiting!"

The familiar sound of teleportation was heard from the spacebridge, and the sound of a two-wheeler's engine filled the cavernous mineshaft. A native jumped off her back as she skidded in front of them. Arcee finished her sharp turn and rode at Megatron, who had already thrown the others off.

"Optimus!" the small native called, holding up an ancient Cybertronian artefact. Had he, then, chosen this one to retrieve the knowledge of the Primes? His chest plates reacted to the presence of the object and revealed his spark chamber, and what could only be the Matrix of Leadership.

Blue energy started transferring from the key to the matrix, and he started to remember. Memories of the one named Optimus came back to him. The native before him was an Earth boy called Jack, and the bots facing Megatron were what was left of his team. Bumblebee, Arcee, Bulkhead… And how could he have forgotten the present Ratchet, along with little Miko and Rafael?

After the light faded he could still feel there were significant gaps in his memory. Much of the wisdom of the Primes was gone. He still felt incredibly disconnected from Optimus Prime, if that was indeed who he had once been.

"Optimus?" Ratchet asked when he just stood there processing.

Jack sighed and looked away. "I'm sorry, Scraplets were eating the download device when I got there. I guess we couldn't transfer everything with such faulty equipment."

"You did what you could Jack, and it was more than enough," Orion said, now noticing the difference between how he spoke now and how he had behaved as a Prime. No wonder the others were so worried. What would they all do without Optimus Prime? "I remember much of Optimus' life and something of the more recent Primes, which is greater than what I had just moments ago."

He levelled his weapon at Megatron now that he had the confidence to shoot without hitting the others. At least that much had been transferred. "Autobots!" he hesitated when his team looked back at him hopefully. "Fall back," he called.

His brief falter had been noted by all of them.

Megatron frowned and simply watched them leave, processing deeply. Orion glanced back at him before following the others through their ground bridge. Megatron did not look amused.

* * *

 _Decepticon Warship_

At his lord's behest, Soundwave replayed the data he had picked up from Megatron's optics across his faceplate again. " _Autobots, fall back!"_

Megatron let out an incomprehensible exclamation of rage as he turned away sharply, clenching his fists. "That was not a Prime speaking! Orion Pax is not my sworn enemy!"

" _Let us address the council together, brother,_ " Soundwave played a memory from many millennia ago. They had all been involved in important historical events, and unlike Starscream he was legitimately interested in recording them for future generations.

"Yes," Megatron replied gruffly. Soundwave was probably the only Decepticon on the ship able to identify that tone as embarrassment. "Orion Pax is neither fighter nor warmonger. We did not truly oppose each other until he accepted the matrix."

" _Peace?_ " Soundwave displayed on his faceplate.

"He has the same ideals as the Primes, things will not change. I will have to stay off the frontlines until I have sorted myself out," he admitted.

" _Wise."_

* * *

 _Autobot Base_

"And so, my friends, may I ask that you try to call me Orion?" he finished. The Autobots and humans surrounding him all glanced at each other. "I do not have enough of Optimus Prime's memories to be him, so I would feel like a fraud if I answered to such a designation."

"Well, whatever, I'll try," Miko said flippantly. "Might take us a while to remember though, right Bulk?"

He nodded while Bumblebee whirred his agreement.

"What is our next move?" he asked, looking to Ratchet.

The medic started, not expecting the sudden pressure of leadership at such a critical time. "I-I don't know what Megatron told you, but I am not in charge around here."

Orion hesitated before glancing down. "I apologise, but I am unsure of what should come next. While I was with the Decepticons, Megatron fooled me into deciphering Autobot codes to reveal coordinates. Perhaps we should be racing them to those destinations."

"My only concern is, well, how much do you remember about fighting? Megatron will not let these three items escape his grasp if he can help it. I do not want you to be put in danger," Ratchet replied.

A warning alarm beeped and the monitors flashed overhead. "The cons are on the move," Arcee explained.

Agent Fowler sighed and Jack's mother looked concerned.

"No time for deliberation, then. I will have to rely on my instincts and memory as I did during our last encounter with Megatron," Orion decided as their ground bridge opened.

* * *

 _Decepticon Warship: Bridge_

"The Spark Extractor?" Megatron hissed as he watched Soundwave's display. Soundwave knew he was considering Knockout's willingness to change sides at the first sign of trouble.

"Operation: retrieve Spark Extractor," Soundwave spoke in the melodic harmonisation that he had not emitted in the presence of others for eons. Perhaps Orion's presence was making him feel nostalgic. He opened a ground bridge behind them and stepped into it.

"Soundwave," Megatron spoke, and he paused. "Do not put yourself at risk. Prime might use it, but Orion would never."

He nodded before disappearing into the green energy field. He separated from Laserbeak before appearing on the other side. He glanced down at the native lifeform hyperventilating at his feet. It wasn't one of the Autobots', so he let it be.

"Stay back you fools, or we will all be destroyed!" Knockout yelled from the other side of the clearing. He was surrounded, and would never make it back to the ground bridge on his own. Unfortunately for him, Breakdown was otherwise engaged with Bulkhead.

Laserbeak sped toward the commotion, and thankfully Knockout was aware enough to let him snatch the spark extractor.

"Better keep your eye on the birdie!" he yelled as he transformed and weaved between Orion and Ratchet, the slowest of his aggressors.

Soundwave calmly took two steps to the side as their vain scientist leapt through the bridge. Laserbeak sped after him and Arcee was hot on his trail.

Learning from last time, Soundwave closed the bridge in her face.

"Soundwave?" Orion said cautiously, eyes fixed on the native at his feet. "You are outnumbered, don't do anything drastic."

Soundwave saw the simplest solution to his predicament. He picked up the human in one of his tentacles, ignoring the high pitched squeal it emitted. He transformed and fluidly deposited it in the small cockpit of his vehicle mode.

He took off, not having to worry about being followed or shot down. He reopened the bridge in mid-air and pulled up sharply upon crossing onto the Nemesis.

He casually changed back and placed the native on top of the computer terminal so it wouldn't go squish. At least, not accidentally.

"Good work," Megatron began, but changed his tune quickly. "What is _that_?"

" _Hostage."_

"Well, we hardly need it now. Get rid of it!"

"No!" it yelled, and Soundwave surmised from the pitch of its voice that it was probably female.

Megatron raised a brow, seemingly amused, and bent down to her level. "'No' what?"

"No, please don't kill me?" she asked more quietly this time, intimidated.

"We do not take freeloaders like the Autobots. If you cannot make yourself useful, I see no point in expending any more Energon on the matter."

"I can, I can, um…" She glanced around desperately. "Clean in and around nooks and crannies?"

Soundwave had to resist venting when Knockout actually looked interested in this suggestion.

"Well, really I'm a researcher in biological chemistry, but I'm sure your technology is far more advanced than anything I've worked with. Not to mention, biologically foreign in every way." She sighed. "There must be something I can do though."

"You're not wrong," Megatron said, quickly losing interest. "Get rid of it Knockout," he seemed to notice the mech's interest at last, "or look after it. Either way, it's your responsibility."

"As you command, Lord Megatron," he said and bowed with a flourish before picking up the female human. Her limbs locked around his pointed fingers and she looked vaguely ill. Soundwave thought he should probably explain their squishy composition to him before something unnecessarily untoward happened.

"That should keep him entertained long enough to forget about this," Megatron murmured as he took the Spark Extractor from Laserbeak.

Soundwave felt the usual twinge of relief when she reconnected to his body.

"The good doctor should be focussing on the Energon equation, at any rate."

Soundwave nodded and went to move back to his usual position on the bridge.

"Fetch Breakdown won't you?"

If he were any other con, he might have vented at this point. As it were, Soundwave continued walking as he opened a ground bridge between the clearing and the ship's laboratory.

Soundwave connected to the camera in the room he had left Megatron in and watched him stroke the Spark Extractor. Unease shuddered through his systems and he walked down the hallway a little faster.

* * *

 _Decepticon Warship: Laboratory_

"Your scientific background is quite convenient," Knockout explained jovially. If the others wanted to believe he had adopted the native because of vanity, then that was their prerogative. Not that it wasn't a nice perk…

She glanced at him briefly before her eyes returned to the ground. From her point of view it would be quite distant, he supposed.

"I have a sample of synthetic Energon, but it is far too small to be used effectively in my lab equipment. After all, I have to improve upon it, not simply replicate it. But for something of your size, the sample has to be a good beaker-full!" he joked.

Her response was nothing more than an unenthusiastic mumble. When he put her down on his workbench, she immediately collapsed and began to inspire and expire rapidly. "What on Earth… is Energon?"

He laughed before realising she wasn't making a joke. "Oh, of course you're not in the know. You aren't an Autobot human.

"Energon is what my species lives on, like the water on this planet is necessary for your survival. Unfortunately it is in very short supply here. However, some Autobot fools managed to make a prototype for synthetic stuff. Although it does have rather unpleasant side-effects on one's mentality."

"Whatever, I might as well play along until I wake up from this crazy dream." She still looked unsure of herself.

"My dear, I am stunning but this is no dream!"

She tilted her head to the side and stared up at him. "Are you for real?"

"Didn't we just establish that?!"

She jumped suddenly as the sound of a ground bridge opening came from behind him. "There you are, you big lug!" Knockout said affectionately as Breakdown stood next to him. "We have a new assistant. What is your designation again?"

"I, oh… Viviana. Doctor, for what it's worth."

He shrugged. "As you probably picked up before, _Doctor_ Knockout. And this is my assistant, Breakdown. Now, I expect we will all get along together. We will just have to get Soundwave to, uh, 'procure' you some tools."

"Or we could go to my lab?" she suggested. The sooner she got out of this place, the sooner she could work toward freedom.

Also realising this, Knockout simply grinned. "No, no, I like the idea of stealing currency for something so trivial much better!"


	2. Chapter 2

_Unknown Mountainous Terrain, Earth_

Orion heaved himself over the cliff with Bumblebee's assistance, while Arcee scouted ahead. His frame was strong enough, but his mind still wasn't used to these kinds of action-oriented tasks. Ratchet wasn't built for this at all, so he had had to be the one to go.

They saw Breakdown working to get a golden hammer out of the snowy mountain. "The Forge of Solus Prime!" he muttered, and Bumblebee glanced at him quizzically. "An ancient artefact with which we can create anything."

"Then that's not something we can afford to let Megatron get his hands on," Arcee replied over their comm. She transformed and sped ahead.

Bulkhead lumbered after her, unable to pass up a battle with his rival. Bumblebee hesitated before deciding to stick to Orion's side.

Breakdown had finally noticed their presence. He swore and began hammering more desperately. A ground bridge opened behind him and Megatron walked out carrying what appeared to be a pointed stick.

Orion only recognised the shape _after_ the Energon shield had separated him and Bumblebee from Arcee and Bulkhead. The big green mech dived at Breakdown, while Arcee bravely moved to take on Megatron.

Orion winced as she was immediately flung into the side of the mountain. "Hurry up Breakdown," Megatron called.

"Megatron!" Orion said, but found he was being completely ignored.

Bulkhead grabbed the hammer and managed to pull it free from the last of the rocks.

"Thank you for your assistance, Autobots," Megatron said smugly, retreating to Bulkhead's position slowly and carefully. Breakdown recovered and his leader dropped the shield just long enough for him to knock Bulkhead into his allies, but not before prying the forge from his grasp.

The ground bridge opened and closed before any of the Autobots could recover. Bumblebee whirred his despair while Orion moved forward to check on Arcee. "Ratchet, we need a bridge back."

Arcee sighed and sat up when he approached. "That's 3 out of 3 for the cons. What are we going to do?" Bumblebee supported her as they moved through their own bridge.

"I'm afraid this is my fault."

"Don't say that Op- Orion," Arcee quickly corrected herself.

Ratchet closed the bridge behind them and joined the conversation. "Perhaps we are going about this the wrong way now that our team's balance has changed. Maybe it's time we looked at infiltrating the Nemesis."

"What, so we can fight Soundwave instead?" Arcee snarked.

"Well, we have two small and quiet types, a specialised information processor, and our very own technological genius," he said, indicating Raf. He had stood up against Soundwave on multiple occasions. "To keep repeating what isn't working would only be madness."

Arcee nodded slowly as she processed the idea further. "What's the plan, then?"

* * *

 _Decepticon Warship: Laboratory_

It had been nearly three days since Viviana had boarded what she now knew was a giant warship called the Nemesis. She had been working without adequate food or rest the whole time, but was too afraid to seriously complain to anyone.

She breathed a sigh of relief as she finalised the molecular model for SynthEn, as they had started calling it. Knockout was at the giant terminal across the room, researching how to interpret it on the internet. Apparently the system and language used for this kind of thing was quite different on Cybertron.

"Oh!" he exclaimed at last. "Of course, that makes perfect sense!"

"Good," she replied with a sigh. "Does that mean I can get fed something other than raw cabbage now? And you guys seriously need to get me a toilet."

"Just be glad Soundwave advised me against 'collecting' hay for you," he replied mischievously. "But I should be able to replicate enough of this to experiment with indefinitely."

"Does that mean I can go home?"

Her phone vibrated. She frowned because there was no signal on board this ship. She had already tried calling the authorities, of course. She checked her messages and found one from a sender simply labelled 'Soundwave'.

 _"You will not leave until we are ready to return to a restored Cybertron. However, Megatron has permitted a reward for your efficiency. Come to the bridge."_

"What?" Knockout complained, also privy to her message, it seemed. "I never get rewarded for my medical discoveries! Megatron must be in a good mood." He leaned over and let her climb on his hand. They had established her discomfort with being grabbed suddenly quite quickly.

They entered the bridge as instructed, and Viviana was let down on the panel in front of Soundwave's workstation. She was careful to avoid pressing any buttons on the holographic keyboard. She looked at her phone again.

 _"More adequate sustenance will be provided. Order what you need through your 'phone' and the rest will be taken care of. You are also entitled to a reward for your service."_

"Can I go outside for a while?" she asked, glancing at the satellite view displayed on the screen. She hadn't even looked out a window since she got here! "I need vitamin D, which my body creates in reaction to sunlight," she explained in a way the bot might care about.

It took a moment longer for him to reply than usual. He was probably checking the fact. _"Noted. You may go with Knockout for pick up, but I will continue disabling your signal."_

This would make things a little more difficult…

"I also want something to do other than science and more science. Can we swing by my place and pick up my violin?" she asked hopefully.

Images of various stringed instruments flickered across the bot's faceplate before he settled on a violin and bow. _"Permission granted_. _Knockout, commence Operation: Retrieval._ "

She smiled, but felt uneasy. She had one chance to _not_ mess this up. Why couldn't she have run into an Autobot first like those lucky children Knockout kept referencing?

 _Commence Operation: Escape the Decepticons,_ she thought as she was placed on the ground.

Knockout transformed and opened his passenger door. "Come along then!"

* * *

 _Autobot Base_

Orion's fingers flew over the keyboard. Their size had made typing difficult at first, but he was getting used to this large battle-ready frame. He transferred data from his inner files into the computer. One was a decrypted map of the Nemesis.

Rafael was working on the same page as him through his human-sized computer. "Wow, look at all this stuff you kept!" he said, trawling through the data. "You even have patrol schedules for the next three weeks."

"It is in my nature to record, order, compile… or at least it was before I became a Prime. I think I already have the beginnings of a plan, but we should consider every scrap of information we have access to."

"Yeah!" Raf nodded enthusiastically, keen to take on the challenge. Orion smiled gently, still amazed that lifeforms so alien could be so similar to them. To him.

Later that evening, even after Raf had to return home, they maintained their remote connection to each other's screens as they worked through the night. Eventually Raf stopped responding and Orion guessed he had fallen into recharge for the night. He compiled an organised list of notes for the boy to review when he woke.

By the time everyone had assembled again in the base the next afternoon, he had negated the Nemesis' shielding so that they could track its coordinates as it moved across the sky. They had their way in, now they just needed a way to find the relics and access their data.

He was narrowing down which rooms they would have to access as Ratchet came to stand beside him. "This is amazing Optimus!"

He smiled slightly and continued working. He was too close to get distracted by the misnomer. Besides, he had given up on trying to get Ratchet to address him as anything else, and he didn't really mind as long as the 'Prime' wasn't attached.

"It's time to bring everything together," he said at last. "We will be taking a risk because all of us will need to be on board the ship at the same time, including Miko and Jack."

"Yes!" Miko cheered. "Best plan ever!"

"Rafael will remain here to operate the ground bridge, help coordinate the teams if necessary, and most importantly to distract Soundwave. I presume the viruses we discussed are ready to be deployed?"

"Yes sir!" Raf replied with a grin.

"Excellent," he said and returned the smile. "Arcee and Ratchet are Team A. Bumblebee and Bulkhead are Team B," Bumblebee trilled his amusement at the names. "Team C will be Miko, Jack and I. Rafael will be supporting us the most."

"You should be Team O," Bulkhead said with a chuckle and Arcee rolled her optics.

"Team O is the weakest link due to our lack of fighters," Orion continued, not really caring either way. "We will be dropped straight into the room I was left in to complete my work. Rafael will begin distracting Soundwave while I start downloading from their database. Jack and Miko will be in charge of sabotage."

"Oooh, exciting!" Miko whispered loudly, all but bouncing on her toes. "We gonna be packing explosives or what?"

Orion shook his head. "You two are small enough to access the ports Soundwave usually uses his extra appendages for. I have discovered there is quite a lot you can muck up by just pushing buttons at random. The room we will be in for the mission has several of these ports."

Miko looked a little disappointed, but she was just glad to be included on such an important mission. "Team A will focus on checking the starboard rooms, while Team B will be looking at portside. It is vital that you stay undetected for as long as possible. Please take cues from the scout team leaders," he said, nodding at Arcee and Bumblebee.

"Ratchet will be able to move from Arcee's side should worse come to worst for another team. Your top priority is ensuring the safety of our medic, Arcee. Even if it means giving up a relic or slowing down the search." Given what he remembered about Arcee's temperament, it seemed this was a necessary thing to remind her of.

"Similarly, Bulkhead will be able to reach Team C easily if required, as long as you two stay on the path I am going to give you," he added. "We cannot afford to split up entirely, and our top priority should remain getting everyone off the ship in one piece. Living to fight another day is more important. The data itself will be enough to justify the trip."

When no one spoke, he continued. "Take some time to memorise the maps, movement paths and ideal timing I'm about to send through. Please ask any questions as they arise. We will commence the operation in one Earth hour."

"All right, Soundwave is going to regret messing with us!" Miko exclaimed as the Autobots dispersed into teams and looked over their data together.

Lastly, Orion contacted Agent Fowler and informed him of the plan and where it was likely to take place if the Nemesis stayed on course. There was a brief silence on the other end of the line.

"Thank you for being considerate. I have permission to give you air support, should you require it."

"Thank you Agent Fowler, please stand by."

Orion finally let the tension fall from his frame. The speech had made him nervous, and he'd been expecting these professional soldiers to tell him his plan was ridiculous. But so far, they had taken him seriously.

He only hoped he was making the right decisions.

* * *

 _Viviana's Residence_

Knockout pulled up smoothly outside the university's accommodation for visiting academics. Even though it was dark out, he kept his headlights turned off.

Glancing up at the balconies, it seemed her room had been cordoned off by police. "Well then, looks like I'll have to head up there alone," she said, pulling on the door handle.

Predictably, it didn't budge.

"I think not," he replied. He transformed and lifted her to the second floor. "Grab what you need then come straight back. Laserbeak is on stand by," he warned.

She glared at him, trying to decide whether the con was trying to con her. She leaped off his hand and landed on the balcony. The room beyond was empty, and thankfully she soon found the door had been left unlocked.

She picked up her violin case and music books before coming to a halt. Maybe she couldn't run right now, but she could leave a message for the authorities. Surely some government department or other already knew about the giant transforming robots from outer space?

She quickly moved into her office, which could not be seen from the window. Viviana pulled a piece of paper and pen off her desk and quickly scribbled something while she was still out of Knockout's line of sight.

 _"This is Doctor Viviana Cremaschi. I realise I sound crazy, but this message needs to get to the FBI. I have been kidnapped by giant transforming alien robots called Decepticons. My mobile phone is still in my possession, but the signal is being blocked. Please send help!"_

She signed and dated the note for good measure, before running a hand through her ponytail. She extracted a few loose hairs before scattering them across the note, then left her fingerprint-covered pen as well. The government had her DNA in their records from when she had to get a top level security clearance for one of her research projects.

She stopped in the bathroom to grab a hairbrush, toothbrush and paste, and moisturiser before she ran back to the bedroom and out onto the balcony. Knockout stared at her suspiciously, but held out his hand without further comment. "What? You have your wax and buffer, I have this stuff."

He transformed and they took off with a screech. "And people call me high-maintenance," he scoffed.

"Hmph, I would've liked to stop for a real shower," she grumbled. Knockout remained silent until they pulled out onto the highway.

"Look, I don't care if you want to escape the Decepticons. I only care if you do it on my watch and get me into trouble." Viviana made herself look smaller, not sure how or whether he could see what she was doing. "Megatron is rather brutal when it comes to disciplining his soldiers."

Viviana gently put a hand on his steering wheel. "I'll try to avoid that then."

Knockout produced some static before adopting his usual tone and changing the subject. "Next stop, online sustenance order warehouse!"

"Please tell me I'm getting a toilet and shower soon. I can only pee in zip lock bags for so much longer."

"You have got to be the fussiest pet ever!"

"I'm not a pet!" she protested, bringing her fist down on the steering wheel this time. She accidentally caused his horn to sound, and the person driving in front of them glared into their rear-view mirror.

Knockout laughed loudly before honking his horn more and suddenly switching lanes so he could really take off.

Viviana laughed too and looked into the driver's window as they passed. The middle-aged black man's eyes scanned Knockout with a look of horror on his face. She watched him speak into a mobile desperately. Her smile faded as they briefly made eye contact.

Knockout didn't seem to notice, only focussed on going as fast as he possibly could down the mostly empty highway.


	3. Chapter 3

_The Nemesis, Data Room_

Miko rubbed her hands together, looking at all the buttons and switches ready to be pushed. She raised her hands dramatically and wriggled her fingers in anticipation.

"Not yet," Orion said before comming the base. "Team O infiltration successful. Rafael, begin distraction protocols and send in remaining teams."

"I'm on it," he replied, then laughed shortly after. "Well, that got Soundwave's attention all right. Sending in stealth teams… now!"

"Miko, Jack, begin your sabotage."

"Sorry to interrupt the party," Agent Fowler came through, sounding panicky. "But I've got a con on my rear. The plan was leaked!"

"Impossible," Orion replied as Miko giggled quietly but gleefully and began shoving all the buttons she could reach. Some of them were difficult for humans to move without the strength of a machine, but she had already set off multiple alarms.

"And they call Unicron the chaos bringer," Orion muttered before returning to the conversation. "I do not believe that is the case Agent. We have breached successfully."

"Hmm," he said, then added, "maybe you're right. He just sped off without me. The only thing that concerns me is that there was a young lady in that car."

Jack went about his panel a little more reservedly, keeping his phone at his ear so he could listen in.

"We will have to look into that at another time, Agent. Are you nearly at the army base?"

"Yeah, hope I don't hear from you later," he said before hanging up and leaving the lines less crowded.

"Orion, Megatron is moving toward your position," Raf said with a hint of fear in his voice. "I'm going to try and mess with the autopilot programming next, so you might all want to find something to hold onto."

Now that they could see through the Nemesis' shielding, all of the Decepticon life signals were visible to Raf. Unfortunately this worked both ways, given there was no Autobot base shielding either.

"Team A, status?" Orion requested. Megatron would pass them before he reached the Data Room, but he also guessed the tyrant would be more interested in confronting him than them.

"Just hanging out in a storage closet avoiding Megatron," Arcee muttered. "Oh calm down, Ratchet. He'll hear your knees clanking at this rate."

"Hem-hem, hiding is just a little nerve-wracking…"

"Megatron is still on a beeline for the Data Room, you guys should be able to move up now," Raf added.

Orion heard a door open and close as they followed Raf's advice and moved into another room. "Payload!" Arcee whispered triumphantly. "What kind of dunce keeps all their relics in the same place?"

Orion vented his relief. "Switch priority to obtaining relics and extracting before Megatron learns where you are. Team B, status?"

" _Team Bee is undetected,"_ Bumblebee buzzed as quietly as he could. _"Want us to move to your position?"_

"Yes, this data is too valuable to abandon now. Don't put yourselves in danger, but try to buy me some time."

 _"Team Bee is on the job,"_ he replied, and Bulkhead grumbled something about changing their name.

"Um, guys, Soundwave has noticed the relics have left the ship. Megatron has picked up his pace," Raf transmitted with some trepidation. "He's blocking me from the ship controls, and the panels Miko and Jack are at aren't connected to those."

Orion deliberated with some panic. Should he pull out now and abandon the data? Was it worth the risk?

"Team B has found the refuelling centre, we're going to distract Megatron by sabotaging it," Bulkhead updated them.

Then they still had time, Orion decided. "Rafael, bridge out Jack and Miko. Then call in Agent Fowler's squad, but only for one pass. They don't need to be targeted by Seekers."

"Got it," Raf said. "Oh, what's going on? I think Soundwave is messing with my equipment because I can see five Starscreams on the ship." He paused for a little longer. "No, Soundwave would be more subtle than that. I can also see a hundred or so Insecticons approaching!"

There was terrible screech, echoed by the harmonics characteristic of Soundwave's communication. All any of them could hear through the comm now was static.

"No," Orion murmured. Back to square one again. What should he _do_?

He copied the remaining coordinates and decided that would have to be the end of the mission. The terminal blew up in his face a second later, and Soundwave had decided for him anyway.

A ground bridge opened and Jack and Miko ran for it, Orion moving after them as soon as they had cleared out. He didn't want to accidentally step on one of them with an oversized pede.

"Rafael!" he said as soon as they appeared on the other side. "Bridge back Bumblebee and Bulkhead before Soundwave updates their cloaking! Agent Fowler, cancel that airstrike!"

"I see our work has been done for us," he joked. "Returning to base."

Raf typed desperately and Bumblebee and Bulkhead soon joined them. "In true Wrecker style!" Bulkhead yelled, fist-bumping Bumblebee. "The Nemesis should be grounded for quite some time."

Orion relaxed now that his entire team was back to safety. Raf groaned in disappointment as the life signals disappeared from their map again. All he could see was the edges of the swarm of Insecticons.

"Hey, don't worry about it," Arcee said as she held up the Spark Extractor and the Energon Shield. "We have these now." Ratchet leant the forge of Solus Prime against the wall. "But still, permission to try and eradicate Airachnid?"

"Thankfully Megatron does not have the Spark Extractor anymore," Orion began, "Not to mention, they shouldn't be moving very far for quite some time. But I think you're right Arcee, the battle isn't quite over. Ratchet, bridge us to Airachnid's current position."

"Orion, I don't think you should come," Arcee said, folding her arms. "Airachnid has wiped out enough bots in her time. The team doesn't need you to be one of them."

"O-oh," Orion replied, having to remind his hurt feelings that Arcee was always frank.

Bumblebee patted his elbow, since reaching up to his shoulder would have made the action unnatural. " _Don't worry Pax, leave it to the professionals. You should do what you do best."_

"All right then, I will begin decoding the coordinates I downloaded," he agreed, and they parted ways.

* * *

 _Nemesis Ruins_

"AUTOBOTS!" was the first thing Viviana and Knockout heard as they boarded the ship through the portal. It seemed Megatron was not amused by whatever they had done now.

Knockout pulled up near his central workbench before realising the familiar hum of engines was not under his wheels. "Oh dear…"

"How did this happen Soundwave? All three of the artefacts are GONE! As well as the coded coordinates for THE REST of them!"

"I seriously missed being rescued in an Autobot invasion?" Viviana groaned as quietly as possible.

"Given Lord Megatron's current mood, even I feel a little like that," Knockout agreed, glad that Soundwave had transported them straight to the lab instead of onto the bridge where Megatron was raging right now.

"I will not underestimate you again, Orion Pax!"

"Oh, I see," Knockout murmured as he opened his door, "touchy subject. We'd better get straight back to work. You can recharge and refuel later."

He transformed and placed the load that had been in his boot in what was now Viviana's corner. "We'll ask Soundwave to set up a power outlet for your devices, er, shortly," he said, glancing over his shoulder worriedly. He pulled out a sample of synthetic Energon and set up his sanitised lab equipment.

"Hmm," he murmured as he picked up a dirty petri dish. "Have you seen Breakd-?" He was cut off by another bridge opening, and Dreadwing and Breakdown stumbling through.

"Right… here…" he groaned.

"What on this filthy planet happened to you?" he demanded before immediately asking, "Where does it hurt the most?"

Breakdown shifted his hand so that the slice through his gut and chest became visible. "It's only thanks to Dreadwing that I'm even in one piece, fragging Airachnid…"

Megatron's yelling finally stopped as he stomped into another part of the ship. Soundwave entered the lab shortly afterwards. He nodded at the cons before approaching Viviana in her corner. Her phone vibrated, and she noticed the battery said it was charging.

The message said, _"Wireless charging has been set up for all of your devices as long as you are on the Nemesis."_

"Oh, uh, thank you," she replied, not knowing how to respond.

 _"You will both need to work quickly. The workers will install the other amenities necessary for your health in due course. We need synthetic Energon production yesterday."_

Viviana laughed hesitantly at what she thought was a joke as Soundwave left to attend whatever other business he had. A lot, from the sound of recent events.

"Humph, easy for him to say! He doesn't have Megatron up his exhaust pipes…" Knockout trailed off. "Come on imbecile, I'll patch you up."

The three cons moved across the room, and Dreadwing helped strap Breakdown to the medical table. Knockout poked and prodded for a few moments before yelling in shock. "Why are half your organs missing? How are you still _functioning?_ "

Dreadwing glanced to the side guiltily. "I had to deal with Airachnid before I could return to him. It seems that was enough time for those opportunistic scavengers."

Knockout shook his head in disbelief. "At any rate, I need to clean this out before I can do anything. Viviana, come here."

She put down the protective equipment she had been about to use to handle the SynthEn before complying. "What is it?"

He picked her up and tried to place her on Breakdown's chest, but he flinched away. "Keep that _thing_ away from me!"

"Hmph, ruuude!" she complained, not realising how much she sounded like Knockout.

Knockout rolled his eyes, but didn't put her down yet. "This isn't MECH, Breakdown. It'll be fine. She's the only one with small enough servos to clean your injuries without exacerbating them."

"MECH?" she asked. "As in M-E-C-H and psycho Sylas?"

"How do you know?" Knockout demanded as Breakdown flinched away again.

"Um, they sponsored my doctorate research?" she said with more of a questioning tone while three giant angry robots glared down at her suspiciously. "Why, what did they do?" she asked in a small voice.

"They tore Breakdown apart and made him watch! What did you do for them?"

"W-what? I just looked at the theory of isolating and temporarily blocking synapses responsible for causing pain. That was over a year ago though!"

Breakdown started before hissing from his injuries. "So it was your research that let them do that!?"

"Oh calm down you big oaf!" Knockout said crossly. "Her research meant you didn't feel it. Now stop being ridiculous and let her clean the wound before you bleed out in my med bay."

He glared down at her, waiting. "What? I thought it would be used by field medics and emergency response teams! I didn't know it was even applicable to robots," she said before taking the scrap of cloth Knockout handed her.

"I don't know how your fleshy plating will handle this corrosive substance, so be careful," Knockout warned.

"Yep, we're just the model of lab safety up here," she muttered, wishing she had kept her gloves and safety glasses. She dipped a corner of the rag in the giant jar of solvent Knockout proffered before turning to the ugly open wound in Breakdown's chest. "This might, uh, sting a little?" she sought confirmation, not really knowing how it would affect him at all.

"He knows what it feels like," Knockout said dismissively, not seeming to understand why she had said it.

"Oh, of course," she said as she began rubbing the cleanser inside his scar. He hissed, but knew better than to actually move. "Nurse Breakdown is a pro at this huh?"

A smile peeked through his grimace at this one. "You're right, I'm basically qualified to be a nurse." He looked at Knockout. "Start introducing me as Nurse Breakdown."

"Would you stop putting ridiculous ideas into that empty skull," he said to Viviana, reaching out for what must have been a welding device.

Knockout inspected Viviana's work as she went along. "Good job, maybe you can take over as medic instead? I do like tearing things apart rather more."

Viviana shook her head as she finished on the nastiest looking cut. "I get the feeling my size would slow me down a little."

"Well, isn't that what Breakdown is for?" He shifted her so she could start working on his arm next. He activated the flame of the welder.

"Whoa wait a minute, you can't do that while I'm so close. I'll go blind!"

"Fine," he sighed and put her on the floor. "Don't go too far." He started welding at the injury as Viviana turned her back.

He gave her the ok a short time later as he started drilling plates into him. At her horrified face he explained, "If his torso is ever going to return to its former glory, the parts need to be lined up when the regrowing process begins. But I don't want the regrowth to get too enthusiastic until we retrieve the rest of his organs."

"Your metal regrows? Freaky," she replied, wondering if the SynthEn mystery would be solved more easily if she only knew more about Cybertronian biology. "Too bad your paint job doesn't do the same thing."

Before Knockout could retort, the ship shook and the lights glowed purple over their heads. The engines sounded like they had started up again. "This is not normal," Knockout muttered. "Come back here," he said sharply, offering his hand.

She quickly climbed on as he tightened the final screw.

"Be careful Breakdown," he added when the large con started to stand up. "You're still Energon deficient and almost falling apart."

They slowly moved back to the bridge so that he could keep up. As they went, they received a text message sent out to all personnel. _"Dark Energon powering ship."_

"What? That is how Lord Megatron is fixing…" Knockout trailed off as they entered the room.

"Do not interfere!" a deep voice echoed around them.

"Is that… the ship?" one of the minions asked.

"YES!" it replied, and sent a shock through Soundwave, who had been connected to the console. He twitched a few times before becoming as limp as a bot could. She guessed he had shut down.

"No Soundwave on a sentient ship that seems to hate us?" Breakdown rumbled nervously.

"Well, it seems to be doing a better job than us at decoding the coordinates," Knockout noted, pointing out something else written in Cybertronian.

Megatron growled at him and Knockout took a few slow steps back. "All units! Disconnect the ship from its power core at any cost!"


End file.
